-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M6C+q6IPLuUOYEEGElfTrlZjDSKnysB2iD86zOSqKZJyIJJ4ip5YiT+J7hkTa9+x q3x0+u64YXDbI/HECRJbtw== 0001047469-10-008224.txt : 20100922 0001047469-10-008224.hdr.sgml : 20100922 20100922171358 ACCESSION NUMBER: 0001047469-10-008224 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 49 FILED AS OF DATE: 20100922 DATE AS OF CHANGE: 20100922 GROUP MEMBERS: RIO ACQUISITION CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: 3PAR Inc. CENTRAL INDEX KEY: 0001408501 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER STORAGE DEVICES [3572] IRS NUMBER: 770510671 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83579 FILM NUMBER: 101085138 BUSINESS ADDRESS: STREET 1: 4209 TECHNOLOGY DRIVE CITY: FREMONT STATE: CA ZIP: 94538 BUSINESS PHONE: 510-413-5999 MAIL ADDRESS: STREET 1: 4209 TECHNOLOGY DRIVE CITY: FREMONT STATE: CA ZIP: 94538 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HEWLETT PACKARD CO CENTRAL INDEX KEY: 0000047217 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER & OFFICE EQUIPMENT [3570] IRS NUMBER: 941081436 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 3000 HANOVER ST STREET 2: MS 1050 CITY: PALO ALTO STATE: CA ZIP: 94304 BUSINESS PHONE: 6508571501 MAIL ADDRESS: STREET 1: 3000 HANOVER ST STREET 2: MS 1050 CITY: PALO ALTO STATE: CA ZIP: 94304 SC TO-T/A 1 a2200256zscto-ta.htm SC TO-T/A
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Schedule TO
(Amendment No. 5)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

3PAR INC.
(Name of Subject Company (Issuer))

Rio Acquisition Corporation
and
Hewlett-Packard Company
(Names of Filing Persons (Offerors))

Common Stock, par value $0.001 per share
(Title of Class of Securities)

88580F 10 9
(CUSIP Number of Class of Securities)

Paul T. Porrini
Vice President, Deputy General Counsel & Assistant Secretary
Hewlett-Packard Company
3000 Hanover Street
Palo Alto, California 94304
(650) 857-1501
(Name, Address and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)


*Copies to:*
David K. Ritenour Vice President and Associate General Counsel Hewlett-Packard Company 3000 Hanover Street Palo Alto, California 94304 (650) 857-1501		Christopher E. Austin Benet J. O'Reilly Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, New York 10006 (212) 225-2000

CALCULATION OF FILING FEE

Transaction Valuation*		Amount of Filing Fee**




$2,385,649,990		$170,097

*: For purposes of calculating the filing fee pursuant to Rule 0-11(d) only, the Transaction Valuation was calculated on the basis of (i) 63,278,384 outstanding shares of 3PAR common stock and 1,123,294 outstanding restricted stock units by $33.00 per share, which is the offer price, plus (ii) $260,394,616, which is the intrinsic value of the outstanding options (i.e., the excess of $33.00 over the per share exercise price).
**: The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, and Fee Rate Advisory #4 for fiscal year 2010, issued December 17, 2009, by multiplying the transaction value by .00007130.

ý: Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


Amount Previously Paid: $170,097 Form or Registration No.: Schedule TO-T		Filing Party: Hewlett-Packard Company Date Filed: September 7, 2010

o: Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

ý: third-party tender offer subject to Rule 14d-1.
o: issuer tender offer subject to Rule 13e-4.
o: going-private transaction subject to Rule 13e-3.
o: amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

This Amendment No. 5 to the Tender Offer Statement on Schedule TO (this "Amendment No. 5"), filed with the Securities and Exchange Commission (the "SEC") on September 22, 2010, amends the Tender Offer Statement on Schedule TO (as amended and restated, the "Schedule TO") filed with the SEC on August 27, 2010 by Rio Acquisition Corporation, a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Hewlett-Packard Company, a Delaware corporation ("HP"), and HP. The Schedule TO relates to the offer by Purchaser to purchase all outstanding shares of common stock, par value $0.001 per share (the "Shares") of 3PAR Inc., a Delaware corporation ("3PAR"), at a price of $33.00 per Share, net to the seller in cash without interest thereon and subject to reduction for any federal back-up withholding or other taxes. All capitalized terms used in this Amendment No. 5 and not otherwise defined have the respective meanings ascribed to them in the Second Amended and Restated Offer to Purchase (the "Second A&R Offer to Purchase"), dated September 7, 2010 and in the related Second Amended and Restated Letter of Transmittal, as amended or supplemented from time to time, copies of which are attached to the Schedule TO as Exhibits (a)(1)(Q) and (a)(1)(R), respectively.

The information in the Second A&R Offer to Purchase and related Second Amended and Restated Letter of Transmittal is incorporated into this Amendment No. 5 by reference to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent provided herein.

Items 1-10, Items 11 and 13.

The Second A&R Offer to Purchase is hereby amended by:

On the Cover Page of the Second A&R Offer to Purchase, the first sentence is deleted in its entirety and replaced with the following:

"Rio Acquisition Corporation, a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Hewlett-Packard Company, a Delaware corporation ("HP"), and HP, as a co-bidder, are offering to purchase all outstanding shares of common stock, par value $0.001 (the "Shares"), of 3PAR Inc., a Delaware corporation ("3PAR"), at a price of $33.00 per Share, net to the seller in cash (the "Offer Price"), without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer")."

On page i of the section "Summary Term Sheet" of the Second A&R Offer to Purchase, the following line is added beneath the line "Purchaser":

Co-Bidder Hewlett-Packard Company

On page 1 of the Second A&R Offer to Purchase, the first sentence is deleted in its entirety and replaced with the following:

Rio Acquisition Corporation, a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Hewlett-Packard Company, a Delaware corporation ("HP"), and HP, as a co-bidder, hereby offer to purchase all outstanding shares of common stock, par value $0.001 (the "Shares"), of 3PAR Inc., a Delaware corporation ("3PAR"), at a price of $33.00 per Share, net to the seller in cash (the "Offer Price"), without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer").

The section "—The HP Merger Agreement—Executive Compensation Arrangements" of the Second A&R Offer to Purchase is hereby deleted in its entirety and replaced with the following:

Executive Compensation Arrangements. HP has entered into arrangements with 3PAR executives in a form substantially similar to those previously agreed and entered into by Dell and certain 3PAR executives.

New Executive Offer Letters. HP has entered into offer letters with each of the 3PAR executives listed in the table below, all of whom are currently executive officers or other officers of 3PAR, describing the terms and conditions of their employment following the completion of HP's acquisition of 3PAR. The offer letters state the job title to be held by each individual upon completion of the Merger, as well as the annual base salary, annual target bonus (expressed as a percentage of base salary), and value of projected HP long-term incentive grants expected to be granted in December 2011 (as applicable). In addition, as set forth in the table below, HP has promised under the offer letters to grant seven executives new HP restricted stock units upon the closing of the Merger, and HP has promised to grant four executives cash awards upon the closing of the Merger and three executives cash awards following the Merger as described below.

These awards are described in greater detail below. The summary in this Offer to Purchase is qualified in its entirety by reference to the complete text of the offer letters and the Amendment, Assumption and Acknowledgment Agreements entered into by HP, Purchaser and certain 3PAR executives, which were initially sent on August 31, 2010 to each of the 3PAR executives listed in the table below, and each of which is attached in its final, executed form as an exhibit to the Schedule TO and incorporated herein by reference.

The following table sets forth a summary of the information contained in the offer letters:

•: the executive's new base salary amount (under the heading "Annual Base Salary") and new target bonus amount (under the heading "Target Bonus Amount");
•: the projected value of the long-term incentive grant currently expected to be made in December 2011 (under the heading "Projected LTI Award");
•: the value of the HP restricted stock unit grant to be made in connection with the Merger (under the heading "New HP RSU Grant") and/or, if applicable, the value of the cash award or special cash retention bonus to be granted in connection with the Merger (under the heading "New Cash Award"); and
•: the estimated maximum value of the cash severance pay to which the executive would be entitled if his or her employment were terminated by 3PAR or its successor without cause or by

the covered executive with good reason in connection with the Merger (under the heading "Potential Cash Severance").

Name

Steve Crimi	250,000	100,000	150,000	500,000	250,000	125,000	1,375,000
Randy Gast	265,000	106,000	159,000	1,325,000	—	132,500	1,987,500
Adriel Lares	270,000	108,000	—	—	297,000	—	675,000
Craig Nunes	240,000	96,000	144,000	480,000	240,000	120,000	1,320,000
Jeff Price	275,000	151,250	343,750	1,375,000	—	137,500	2,282,500
Jeannette Robinson	220,000	88,000	—	—	242,000	—	550,000
David Scott	415,000	415,000	—	—	2,490,000	—	3,320,000
Alastair Short	260,000	104,000	—	—	546,000	—	910,000
Ashok Singhal	275,000	151,250	343,750	1,375,000	—	137,500	2,282,500
Peter Slocum	265,000	106,000	159,000	1,325,000	—	132,500	1,987,500
Rusty Walther	270,000	108,000	162,000	1,350,000	—	135,000	2,025,000
Randall Weigel	250,000	180,000	150,000	—	1,000,000	125,000	1,705,000

						TOTAL	20,420,000

Standard HP Employment Agreements. As part of the offer letter acceptance process, all 3PAR employees and executives who join HP are expected to execute certain other documents applicable to all new hires, including the HP Agreement Regarding Confidential Information and Proprietary Developments and the HP Letter of Assurance, certifying that the individual is not subject to any restrictions on his or her employment as a result of agreements made with any previous employer (other than 3PAR).

Converted 3PAR Restricted Stock Units and 3PAR Stock Options. Under the HP Merger Agreement all of the 3PAR executives' unvested 3PAR restricted stock units and 3PAR stock options will be assumed by HP and converted not later than the Effective Time into HP restricted stock units and HP stock options. Please see—"3PAR Options, Restricted Stock Units and Restricted Stock Awards" in this Section 11 for a description of this assumption and conversion. The vesting schedule of the converted HP restricted stock units and HP stock options will generally be the same vesting schedule as applied prior to the Merger. However, under the offer letters, HP has agreed to fully vest Mr. Scott's and Mr. Short's 3PAR stock options and cash them out on the same terms applicable to other vested 3PAR stock options (but not Mr. Scott's or Mr. Short's converted HP restricted stock units) at the Effective Time; provided, however, that such vesting acceleration and cash out shall not apply to Mr. Scott's stock option granted on August 5, 2008. In addition, in connection with the grants of cash awards to Messrs. Scott, Lares and Short and Ms. Robinson, HP has agreed under the offer letters, to vest all then-unvested converted HP restricted stock units and, if applicable, HP stock options held by these executives if they remain employed with HP or a subsidiary through January 31, 2012 (or, with respect to Mr. Scott, December 15, 2011) or if their employment is terminated before this date by HP or a subsidiary without cause or by the executive with good reason. (We refer below to a termination of employment of a covered executive by his or her employer without cause or by the covered executive with good reason as a "qualifying termination.") In addition, under the HP Merger Agreement, 3PAR will amend each outstanding option, restricted stock unit and restricted stock award to provide that such awards will fully vest if the employment or service of the holder is terminated within twelve (12) months following the Acceptance Time (as defined in the HP Merger Agreement) due to the elimination of the holder's position due to redundancy or the integration of HP's and 3PAR's business units.

Modifications to 3PAR Employment Agreement and 3PAR Management Retention Agreements. Prior to the date of the offer contemplated by the Dell Merger Agreement, 3PAR entered into an Employment Agreement with Mr. Scott and Management Retention Agreements with the other executives listed in the table above, pursuant to which, on a qualifying termination within twelve (12) months following a change in control of 3PAR (or, with respect to Mr. Scott, eighteen (18) months), the covered executive would be entitled to severance consisting of cash severance pay, acceleration of a portion of his or her equity awards and continued medical benefits. The cash severance payment upon a qualifying termination is equal to a percentage of the executive's base salary, as follows: with respect to Mr. Scott, 300%; with respect to Mr. Short, 100%; and with respect to the other covered executives, 50%. The percentage of the unvested 3PAR executive awards that would accelerate upon a qualifying termination is as follows: with respect to Messrs. Scott and Short, 100%; and with respect to the other covered executives, 50%. In connection with HP's entry into the HP Merger Agreement, HP has modified these arrangements so that 100% of the converted HP restricted stock units and HP stock options would accelerate upon a qualifying termination at any time following the Appointment Time, provided, that Messrs. Scott, Lares and Short and Ms. Robinson would waive any right to cash severance pay under these arrangements upon their termination of employment. These amendments do not affect the covered executives' right to continued benefits upon a qualifying termination (which generally would be provided for twelve (12) months following termination), nor do the amendments affect Mr. Scott's right to indemnification for golden parachute excise taxes.

New HP Restricted Stock Units. In connection with HP's entry into the HP Merger Agreement, HP has agreed under the offer letters, to grant certain of the executives listed in the table above awards of HP restricted stock units (the "New HP RSUs") pursuant to HP's Amended and Restated Hewlett-Packard Company 2004 Stock Incentive Plan. The value of the New HP RSUs is based on each individual's compensation and position with HP and is reflected in the table above under the column with the heading "New HP RSU Grant." The New HP RSUs will vest in three equal installments on each of the first three anniversaries of the date of grant, subject to the holder's continued employment. Vesting is accelerated in the event of the individual's death or disability while employed, but not for any other termination. As a condition to receiving the New HP RSUs, the recipient is obligated to avoid engaging in conduct detrimental to HP. HP also has a clawback right that it can exercise after vesting if the individual engages in conduct detrimental to HP during the course of the individual's employment with HP or within twelve months thereafter. This clawback right applies with respect to the entire value of an individual's New HP RSUs (determined at the time of grant) (but, for avoidance of doubt, this clawback right does not apply to the converted 3PAR restricted stock units or converted 3PAR stock options).

New HP Cash Awards. In connection with HP's entry into the HP Merger Agreement, HP has agreed under the offer letters to make cash awards to Messrs. Scott, Lares, Short, Crimi, Nunes and Weigel and Ms. Robinson. With respect to Messrs. Scott, Lares and Short and Ms. Robinson, the covered executive will receive a cash payment if he or she remains employed with HP or a subsidiary through January 31, 2012 (or, with respect to Mr. Scott, December 15, 2011) or his or her employment is terminated in a qualifying termination prior to the payment date. The value of these cash awards is reflected in the table above under the column with the heading "New Cash Award." As a condition to the award, these executives are required to agree to forfeit any right to cash severance pay under their Management Retention Agreements (or, with respect to Mr. Scott, under his Employment Agreement). Mr. Crimi and Mr. Nunes will each be eligible to receive a special cash retention bonus award in the amount of $250,000 (with respect to Mr. Crimi) or $240,000 (with respect to Mr. Nunes), payable in two equal installments as of 12 months and 24 months after the close of the Merger, provided that the executive remains actively employed by HP and in good standing as of such dates. If the executive is terminated by HP without Cause (as defined in the executive's offer letter) before the date that is 24 months following the close of the Merger, the executive will be eligible to receive any then-unpaid portion of the cash retention bonus, subject to the execution of a release. Mr. Weigel's cash award will

be a performance-based award payable in two equal installments in each of 2012 and 2013 if Mr. Weigel meets performance goals to be established by HP and remains employed through the applicable payment date. Mr. Weigel's award agreement provides for a 50% payout of the award upon 80% performance against the performance goal, increasing ratably to a 100% payout at 100% or higher performance.

Projected HP Long-Term Incentive Awards. In connection with HP's entry into the HP Merger Agreement, HP has provided certain of the executives listed in the table above with information regarding the projected value of the long-term incentive awards expected to be granted to the executive in December 2011, assuming the executive remains employed with HP or a subsidiary at the time of grant (the "Projected LTI Awards"). The projected value of the Projected LTI Awards is reflected in the table above under the column with the heading "Projected LTI Award." The value of the Projected LTI Awards is currently expected to be granted in the form of HP performance-based RSUs. However, the actual amount and terms (including vesting terms) of the Projected LTI Awards will be determined by HP in connection with the grant of these awards.

Expense Reimbursement for Mr. Short. In connection with HP's entry into the HP Merger Agreement, HP has agreed that, if Mr. Short elects to relocate to the New York City metropolitan area following the Effective Time, HP would thereafter reimburse Mr. Short up to $2,000 per month for business expenses incurred by Mr. Short under HP's expense reimbursement policy while employed.

Item 12. Exhibits.


(d)(19)		Offer letter from HP to Steve Crimi, dated September 15, 2010
(d)(20)		Offer letter from HP to Randy Gast, dated September 15, 2010
(d)(21)		Offer letter from HP to Adriel Lares, dated September 15, 2010
(d)(22)		Offer letter from HP to Craig Nunes, dated September 15, 2010
(d)(23)		Offer letter from HP to Jeff Price, dated September 15, 2010
(d)(24)		Offer letter from HP to Jeanette Robinson, dated September 15, 2010
(d)(25)		Offer letter from HP to David Scott, dated September 20, 2010
(d)(26)		Offer letter from HP to Alastair Short, dated September 15, 2010
(d)(27)		Offer letter from HP to Ashok Singhal, dated September 15, 2010
(d)(28)		Offer letter from HP to Peter Slocum, dated September 15, 2010
(d)(29)		Offer letter from HP to Rusty Walther, dated September 15, 2010
(d)(30)		Offer letter from HP to Randall Weigel, dated September 15, 2010
(d)(31)		Amendment, Assumption and Acknowledgment Agreement among HP, Purchaser and Steve Crimi, dated September 15, 2010
(d)(32)		Amendment, Assumption and Acknowledgment Agreement among HP, Purchaser and Randy Gast, dated September 15, 2010
(d)(33)		Amendment, Assumption and Acknowledgment Agreement among HP, Purchaser and Adriel Lares, dated September 15, 2010
(d)(34)		Amendment, Assumption and Acknowledgment Agreement among HP, Purchaser and Craig Nunes, dated September 15, 2010


(d)(35)		Amendment, Assumption and Acknowledgment Agreement among HP, Purchaser and Jeff Price, dated September 15, 2010
(d)(36)		Amendment, Assumption and Acknowledgment Agreement among HP, Purchaser and Jeanette Robinson, dated September 15, 2010
(d)(37)		Amendment, Assumption and Acknowledgment Agreement among HP, Purchaser and David Scott, dated September 15, 2010
(d)(38)		Amendment, Assumption and Acknowledgment Agreement among HP, Purchaser and Alastair Short, dated September 15, 2010
(d)(39)		Amendment, Assumption and Acknowledgment Agreement among HP, Purchaser and Ashok Singhal, dated September 15, 2010
(d)(40)		Amendment, Assumption and Acknowledgment Agreement among HP, Purchaser and Peter Slocum, dated September 15, 2010
(d)(41)		Amendment, Assumption and Acknowledgment Agreement among HP, Purchaser and Rusty Walther, dated September 15, 2010
(d)(42)		Amendment, Assumption and Acknowledgment Agreement among HP, Purchaser and Randall Weigel, dated September 15, 2010

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


	HEWLETT-PACKARD COMPANY
	By:	/s/ PAUL T. PORRINI
	Name: Title:	Paul T. Porrini Vice President, Deputy General Counsel & Assistant Secretary
	RIO ACQUISITION CORPORATION
	By:	/s/ PAUL T. PORRINI
	Name: Title:	Paul T. Porrini President and Secretary
Dated: September 22, 2010

EXHIBIT INDEX


(a)(1)(A)		Offer to Purchase, dated August 27, 2010(1)
(a)(1)(B)		Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9)(2)
(a)(1)(C)		Form of Notice of Guaranteed Delivery(3)
(a)(1)(D)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees(4)
(a)(1)(E)		Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees(5)
(a)(1)(F)		Text of press release issued by HP on August 23, 2010(6)
(a)(1)(G)		Text of press release issued by HP on August 26, 2010(7)
(a)(1)(H)		Form of summary advertisement, published August 27, 2010, in The Wall Street Journal(8)
(a)(1)(J)		Amended and Restated Offer to Purchase, dated August 27, 2010(9)
(a)(1)(K)		Amended and Restated Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9)(10)
(a)(1)(L)		Amended and Restated Form of Notice of Guaranteed Delivery(11)
(a)(1)(M)		Amended and Restated Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees(12)
(a)(1)(N)		Amended and Restated Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees(13)
(a)(1)(O)		Text of press release issued by HP on August 27, 2010(14)
(a)(1)(P)		Text of press release issued by HP on September 2, 2010(15)
(a)(1)(Q)		Second Amended and Restated Offer to Purchase, dated September 7, 2010(16)
(a)(1)(R)		Second Amended and Restated Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9)(17)
(a)(1)(S)		Second Amended and Restated Form of Notice of Guaranteed Delivery(18)
(a)(1)(T)		Second Amended and Restated Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees(19)
(a)(1)(U)		Second Amended and Restated Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees(20)
(a)(1)(V)		Text of press release issued by HP and 3PAR on September 2, 2010(21)
(b)		Not applicable
(c)		Not applicable
(d)(1)		Form of Agreement and Plan of Merger by and among Purchaser, HP and 3PAR(22)
(d)(2)		Form of Tender and Voting Agreement by and among Purchaser, HP and certain stockholders of 3PAR(23)
(d)(3)		Confidentiality Agreement, dated as of August 24, 2010, by and between HP and 3PAR(24)
(d)(4)		Amended and Restated Form of Agreement and Plan of Merger by and among Purchaser, HP and 3PAR(25)
(d)(5)		Form of offer letter from HP to Steve Crimi, dated August 31, 2010(26)
(d)(6)		Form of offer letter from HP to Randy Gast, dated August 31, 2010(27)
(d)(7)		Form of offer letter from HP to Adriel Lares, dated August 31, 2010(28)
(d)(8)		Form of offer letter from HP to Craig Nunes, dated August 31, 2010(29)
(d)(9)		Form of offer letter from HP to Jeff Price, dated August 31, 2010(30)
(d)(10)		Form of offer letter from HP to Jeanette Robinson, dated August 31, 2010(31)
(d)(11)		Form of offer letter from HP to David Scott, dated August 31, 2010(32)
(d)(12)		Form of offer letter from HP to Alastair Short, dated August 31, 2010(33)
(d)(13)		Form of offer letter from HP to Ashok Singhal, dated August 31, 2010(34)
(d)(14)		Form of offer letter from HP to Peter Slocum, dated August 31, 2010(35)
(d)(15)		Form of offer letter from HP to Rusty Walther, dated August 31, 2010(36)
(d)(16)		Form of offer letter from HP to Randall Weigel, dated August 31, 2010(37)
(d)(17)		Agreement and Plan of Merger, dated September 2, 2010, by and among Purchaser, HP and 3PAR(38)


(d)(18)		Tender and Voting Agreement by and among Purchaser, HP and certain stockholders of 3PAR(39)
(d)(19)		Offer letter from HP to Steve Crimi, dated September 15, 2010
(d)(20)		Offer letter from HP to Randy Gast, dated September 15, 2010
(d)(21)		Offer letter from HP to Adriel Lares, dated September 15, 2010
(d)(22)		Offer letter from HP to Craig Nunes, dated September 15, 2010
(d)(23)		Offer letter from HP to Jeff Price, dated September 15, 2010
(d)(24)		Offer letter from HP to Jeanette Robinson, dated September 15, 2010
(d)(25)		Offer letter from HP to David Scott, dated September 20, 2010
(d)(26)		Offer letter from HP to Alastair Short, dated September 15, 2010
(d)(27)		Offer letter from HP to Ashok Singhal, dated September 15, 2010
(d)(28)		Offer letter from HP to Peter Slocum, dated September 15, 2010
(d)(29)		Offer letter from HP to Rusty Walther, dated September 15, 2010
(d)(30)		Offer letter from HP to Randall Weigel, dated September 15, 2010
(d)(31)		Amendment, Assumption and Acknowledgment Agreement among HP, Purchaser and Steve Crimi, dated September 15, 2010
(d)(32)		Amendment, Assumption and Acknowledgment Agreement among HP, Purchaser and Randy Gast, dated September 15, 2010
(d)(33)		Amendment, Assumption and Acknowledgment Agreement among HP, Purchaser and Adriel Lares, dated September 15, 2010
(d)(34)		Amendment, Assumption and Acknowledgment Agreement among HP, Purchaser and Craig Nunes, dated September 15, 2010
(d)(35)		Amendment, Assumption and Acknowledgment Agreement among HP, Purchaser and Jeff Price, dated September 15, 2010
(d)(36)		Amendment, Assumption and Acknowledgment Agreement among HP, Purchaser and Jeanette Robinson, dated September 15, 2010
(d)(37)		Amendment, Assumption and Acknowledgment Agreement among HP, Purchaser and David Scott, dated September 15, 2010
(d)(38)		Amendment, Assumption and Acknowledgment Agreement among HP, Purchaser and Alastair Short, dated September 15, 2010
(d)(39)		Amendment, Assumption and Acknowledgment Agreement among HP, Purchaser and Ashok Singhal, dated September 15, 2010
(d)(40)		Amendment, Assumption and Acknowledgment Agreement among HP, Purchaser and Peter Slocum, dated September 15, 2010
(d)(41)		Amendment, Assumption and Acknowledgment Agreement among HP, Purchaser and Rusty Walther, dated September 15, 2010
(d)(42)		Amendment, Assumption and Acknowledgment Agreement among HP, Purchaser and Randall Weigel, dated September 15, 2010
(e)		Not applicable
(f)		Not applicable
(g)		Not applicable
(h)		Not applicable

(1): Incorporated herein by reference to the initial Schedule TO-T filed by HP on August 27, 2010
(2): Incorporated herein by reference to the initial Schedule TO-T filed by HP on August 27, 2010
(3): Incorporated herein by reference to the initial Schedule TO-T filed by HP on August 27, 2010
(4): Incorporated herein by reference to the initial Schedule TO-T filed by HP on August 27, 2010
(5): Incorporated herein by reference to the initial Schedule TO-T filed by HP on August 27, 2010
(6): Incorporated herein by reference to Exhibit 99.1 to the Form 8-K filed by HP on August 23, 2010
(7): Incorporated herein by reference to the Schedule TO-C filed by HP on August 23, 2010

(8): Incorporated herein by reference to the initial Schedule TO-T filed by HP on August 27, 2010
(9): Incorporated herein by reference to the Amendment No. 1 to Schedule TO-T filed by HP on August 27, 2010
(10): Incorporated herein by reference to the Amendment No. 1 to Schedule TO-T filed by HP on August 27, 2010
(11): Incorporated herein by reference to the Amendment No. 1 to Schedule TO-T filed by HP on August 27, 2010
(12): Incorporated herein by reference to the Amendment No. 1 to Schedule TO-T filed by HP on August 27, 2010
(13): Incorporated herein by reference to the Amendment No. 1 to Schedule TO-T filed by HP on August 27, 2010
(14): Incorporated herein by reference to the Amendment No. 1 to Schedule TO-T filed by HP on August 27, 2010
(15): Incorporated herein by reference to the Amendment No. 2 to Schedule TO-T filed by HP on September 2, 2010
(16): Incorporated herein by reference to the Amendment No. 3 to Schedule TO-T filed by HP on September 7, 2010
(17): Incorporated herein by reference to the Amendment No. 3 to Schedule TO-T filed by HP on September 7, 2010
(18): Incorporated herein by reference to the Amendment No. 3 to Schedule TO-T filed by HP on September 7, 2010
(19): Incorporated herein by reference to the Amendment No. 3 to Schedule TO-T filed by HP on September 7, 2010
(20): Incorporated herein by reference to the Amendment No. 3 to Schedule TO-T filed by HP on September 7, 2010
(21): Incorporated herein by reference to the Amendment No. 3 to Schedule TO-T filed by HP on September 7, 2010
(22): Incorporated herein by reference to the initial Schedule TO-T filed by HP on August 27, 2010
(23): Incorporated herein by reference to the initial Schedule TO-T filed by HP on August 27, 2010
(24): Incorporated herein by reference to the initial Schedule TO-T filed by HP on August 27, 2010
(25): Incorporated herein by reference to the Amendment No. 1 to Schedule TO-T filed by HP on August 27, 2010
(26): Incorporated herein by reference to the Amendment No. 2 to Schedule TO-T filed by HP on September 2, 2010
(27): Incorporated herein by reference to the Amendment No. 2 to Schedule TO-T filed by HP on September 2, 2010
(28): Incorporated herein by reference to the Amendment No. 2 to Schedule TO-T filed by HP on September 2, 2010
(29): Incorporated herein by reference to the Amendment No. 2 to Schedule TO-T filed by HP on September 2, 2010
(30): Incorporated herein by reference to the Amendment No. 2 to Schedule TO-T filed by HP on September 2, 2010

(31): Incorporated herein by reference to the Amendment No. 2 to Schedule TO-T filed by HP on September 2, 2010
(32): Incorporated herein by reference to the Amendment No. 2 to Schedule TO-T filed by HP on September 2, 2010
(33): Incorporated herein by reference to the Amendment No. 2 to Schedule TO-T filed by HP on September 2, 2010
(34): Incorporated herein by reference to the Amendment No. 2 to Schedule TO-T filed by HP on September 2, 2010
(35): Incorporated herein by reference to the Amendment No. 2 to Schedule TO-T filed by HP on September 2, 2010
(36): Incorporated herein by reference to the Amendment No. 2 to Schedule TO-T filed by HP on September 2, 2010
(37): Incorporated herein by reference to the Amendment No. 2 to Schedule TO-T filed by HP on September 2, 2010
(38): Incorporated herein by reference to Exhibit 2.1 to the Form 8-K filed by 3PAR on September 2, 2010
(39): Incorporated herein by reference to Exhibit 2.1 to the Form 8-K filed by 3PAR on September 2, 2010

QuickLinks

Item 12. Exhibits.

SIGNATURE
EXHIBIT INDEX
EX-99.(D)(19) 2 a2200256zex-99_d19.htm EXHIBIT (D)(19)

Exhibit (d)(19)

September 15, 2010

Steve Crimi

3PAR Inc.

Dear Steve:

We are extremely pleased to extend you an offer of employment, and we look forward to your joining Hewlett-Packard Company. We are a company unlike any other. It’s a fact underscored by our leadership across customer segments, by our presence and leadership in key regions around the world, and by our rich technology portfolio. As proud as we are of these capabilities, we are equally proud of the things that define our character as a company: the dedication of our people, our standards and values, and the depth of our commitment to global citizenship.

Compensation and Title

If you accept this offer, you will begin employment with HP (or a subsidiary of HP) at an annual salary of $250,000. Your job title will be Director, Business Development and Alliances, and your job grade will be E3D. Your job responsibilities will remain similar to your current responsibilities at 3PAR until further notice.

Annual Incentive

Your current-year 3PAR bonus will be paid in February 2011, for the period April 1, 2010 through January 31, 2011, based on the 3PAR bonus accrual rate in effect on the Closing Date. This bonus will be pro-rated based on your eligible earnings for that period, and will otherwise be subject to the terms and conditions of the 3PAR Bonus Plan.

Effective February 1, 2011, following conclusion of your participation in the 3PAR Bonus Plan, you will be eligible to participate in HP’s Pay-for-Results (PfR) Plan. Your target bonus opportunity for FY11 will be 40% of your eligible earnings, with a maximum bonus opportunity equal to $300,000. “Eligible earnings” is generally your base pay for your period of PfR participation, which during your initial year of participation will be February 1, 2011 through October 31, 2011, and thereafter will be HP’s full fiscal year November 1 through October 31. The bonus is discretionary and based on, among other things, company, business unit, and individual performance, and is otherwise subject to the terms of the PfR Plan.

Special Cash Retention Bonus

In addition, as consideration for the value that we believe you bring to this venture, this offer includes a Special Cash Retention Bonus in the amount of $250,000, payable in two equal installments as of 12 and 24 months after Closing, if you remain actively employed by HP and in good standing on those dates. If you are terminated by HP without Cause (as defined below) before 24 months after Closing, you will be eligible to receive the any unpaid portion of this Retention Bonus, subject to your execution of a standard release in a form satisfactory to HP. For purposes of this paragraph only, the term “Cause” means your material neglect (other than as a result of illness or disability) of your duties or responsibilities to HP, or conduct (including action or failure to act) that is not in the best interest of, or is injurious to, HP.

Long-Term Incentive Awards

As described in the HP-3PAR Merger Agreement, all of your 3PAR equity awards that are unvested as of the Closing Date will be converted to HP awards with the same terms and conditions regarding type of award, vesting and option term, and using the “conversion ratio” as defined in the Merger Agreement.

As a special incentive to encourage you to remain with HP, you will receive a grant of HP restricted stock units (RSUs) with a value of $500,000 (Retention RSU Grant). This Retention RSU Grant will be awarded under the Amended and Restated HP 2004 Stock Incentive Plan and will vest ratably over three years. The number of units for this award will be determined by dividing the award value by the price of HP stock on the Closing Date, with each RSU equal in value to one share of HP stock.

Beginning with HP’s FY12 annual grant cycle, we would expect to make a grant to you in December of 2011 of HP’s performance-based restricted units (“PRUs”), on terms and in amounts consistent with awards granted to similarly-situated executives, and currently projected to have a grant date value in the range of $150,000.

Benefits

You will be transitioned to HP benefits as soon as administratively practicable after the Closing Date. In the U.S., HP benefits include the HP 401(k) Plan, medical and dental coverage, and a full array of other flexible benefits. You will receive credit under HP’s benefit plans for your continuous service with 3PAR as provided under the Merger Agreement. More information will be shared with you about HP benefits during a pre-closing briefing.

Offer Contingencies

This offer is contingent upon the Closing of the Merger Agreement between 3PAR, HP and Rio Acquisition Subsidiary, your continued employment in good standing with 3PAR until that time, and your execution of the Amendment, Assumption and Acknowledgement Agreement.

In addition, your eligibility for employment with HP will be contingent upon your completion of certain standard pre-employment requirements, including:

· a pre-employment background check;

· completion of the Form I-9, to the extent HP determines that your existing I-9 form cannot be transferred with your other records;

· your acknowledgement and acceptance of the HP Agreement Regarding Confidential Information and Proprietary Developments (ARCIPD) (copy attached); and

· your agreement to abide by the HP Standards of Business Conduct, U.S. Drug Policies, and Post-Offer Rules Regarding Confidential Information Obligations. Adherence to these policies, including subsequent changes, is required of all employees.

Terms of Employment

All payments under this agreement are subject to applicable withholding taxes.

Acceptance of Offer

To accept these terms and conditions, please sign and return the original of this letter to Jeannette Robinson by 3 pm PDT on Monday, September 20th, and retain the copy for your records. If you have any questions or there is any additional information we can provide, please contact George Haddad, VP HR Enterprise Storage , Servers and Networking, at 408 218 2295.

We are extremely pleased to welcome you to HP, and we look forward to creating an exciting future together.

Sincerely,

/s/ David Roberson

David Roberson

SVP & General Manager StorageWorks Division

Enterprise Servers, Storage & Networking

/s/ Steve Crimi		September 15, 2010
Steve Crimi		Date

EX-99.(D)(20) 3 a2200256zex-99_d20.htm EXHIBIT (D)(20)

Exhibit (d)(20)

September 15, 2010

Randy Gast

3PAR Inc.

Dear Randy:

Compensation and Title

If you accept this offer, you will begin employment with HP (or a subsidiary of HP) at an annual salary of $265,000. Your job title will be VP, Operations, and your job grade will be E3D. Your job responsibilities will remain similar to your current responsibilities at 3PAR until further notice.

Annual Incentive

Effective February 1, 2011, following conclusion of your participation in the 3PAR Bonus Plan, you will be eligible to participate in HP’s Pay-for-Results (PfR) Plan. Your target bonus opportunity for FY11 will be 40% of your eligible earnings, with a maximum bonus opportunity equal to $318,000. “Eligible earnings” is generally your base pay for your period of PfR participation, which during your initial year of participation will be February 1, 2011 through October 31, 2011, and thereafter will be HP’s full fiscal year November 1 through October 31. The bonus is discretionary and based on, among other things, company, business unit, and individual performance, and is otherwise subject to the terms of the PfR Plan.

Long-Term Incentive Awards

As a special incentive to encourage you to remain with HP, you will receive a grant of HP restricted stock units (RSUs) with a value of $1,325,000 (Retention RSU Grant). This Retention RSU Grant will be awarded under the Amended and Restated HP 2004 Stock Incentive Plan and will vest ratably over three years. The number of units for this award will be determined by dividing the award value by the price of HP stock on the Closing Date, with each RSU equal in value to one share of HP stock.

Benefits

Offer Contingencies

In addition, your eligibility for employment with HP will be contingent upon your completion of certain standard pre-employment requirements, including:

· a pre-employment background check;

· completion of the Form I-9, to the extent HP determines that your existing I-9 form cannot be transferred with your other records;

· your acknowledgement and acceptance of the HP Agreement Regarding Confidential Information and Proprietary Developments (ARCIPD) (copy attached); and

Terms of Employment

All payments under this agreement are subject to applicable withholding taxes.

Acceptance of Offer

To accept these terms and conditions, please sign and return an original of this letter to Jeannette Robinson by 3 pm PDT on Monday, September 20th, and retain the copy for your records. If you have any questions or there is any additional information we can provide, please contact George Haddad, VP HR Enterprise Storage , Servers and Networking, at 408 218 2295.

We are extremely pleased to welcome you to HP, and we look forward to creating an exciting future together.

Sincerely,

/s/ David Roberson

David Roberson

SVP & General Manager StorageWorks Division

Enterprise Servers, Storage & Networking

/s/ Randy Gast		September 15, 2010
Randy Gast		Date

EX-99.(D)(21) 4 a2200256zex-99_d21.htm EXHIBIT (D)(21)

Exhibit (d)(21)

September 15, 2010

Adriel Lares

3PAR Inc.

Dear Adriel:

Compensation and Title

If you accept this offer, you will begin employment with HP (or a subsidiary of HP) at an annual salary of $270,000. Your job title will be Director, Finance, and your job grade will be E3D. Your job responsibilities will remain similar to your current responsibilities at 3PAR until further notice.

Annual Incentive

Effective February 1, 2011, following conclusion of your participation in the 3PAR Bonus Plan, you will be eligible to participate in HP’s Pay-for-Results (PfR) Plan. Your target bonus opportunity for FY11 will be 40% of your eligible earnings, with a maximum bonus opportunity equal to $324,000. “Eligible earnings” is generally your base pay for your period of PfR participation, which during your initial year of participation will be February 1, 2011 through October 31, 2011, and thereafter will be HP’s full fiscal year November 1 through October 31. The bonus is discretionary and based on, among other things, company, business unit, and individual performance, and is otherwise subject to the terms of the PfR Plan.

Long-Term Incentive Awards

Effective as of the Closing Date, all of your unvested 3PAR equity awards will be converted to HP awards with the same terms and conditions regarding type of award, vesting and option term, and using the “conversion ratio” as defined in the Merger Agreement. If you remain employed with HP through January 31, 2012, or if your employment terminates before that date in a “qualifying termination” (as defined below), all of your converted 3PAR equity that remains unvested will be fully vested on January 31, 2012, or the date of the qualifying termination, if earlier.

Transition Cash Award

In addition, you will be eligible for a Transition Cash Award of $297,000. This award will be paid in cash within 30 days after January 31, 2012, if you remain employed with HP through that date, and subject to your execution of a general release of claims prior to the payment date. If your employment terminates in a “qualifying termination” before February 1, 2012, the cash award will be paid to you following such a termination, and subject to your execution of a release within 45 days following your termination of employment. Your receipt of this award is further subject to your acceptance of the amendments to your Management Retention Agreement (as amended) (the MRA), and waiver of your right to receive any cash severance under that MRA.

A “qualifying termination” is your termination from HP for “Good Reason,” or your termination by HP without “Cause,” each as defined under your MRA.

Benefits

For avoidance of doubt, on any termination (whether by you or by HP, but other than by HP for cause) after February 1, 2012, or on a qualifying termination prior to February 1, 2012, you would be entitled to continued medical benefits as provided in your Management Retention Agreement.

Offer Contingencies

In addition, your eligibility for employment with HP will be contingent upon your completion of certain standard pre-employment requirements, including:

· a pre-employment background check;

· completion of the Form I-9, to the extent HP determines that your existing I-9 form cannot be transferred with your other records;

· your acknowledgement and acceptance of the HP Agreement Regarding Confidential Information and Proprietary Developments (ARCIPD) (copy attached); and

Terms of Employment

All payments under this agreement are subject to applicable withholding taxes.

Acceptance of Offer

To accept these terms and conditions, please sign and return an original of this letter to Jeannette Robinson by 3pm PDT on Monday, September 20th and retain the

copy for your records. If you have any questions or there is any additional information we can provide, please contact George Haddad, VP HR Enterprise Storage , Servers and Networking, at 408 218 2295.

We are extremely pleased to welcome you to HP, and we look forward to creating an exciting future together.

Sincerely,

/s/ David Roberson

David Roberson

SVP & General Manager StorageWorks Division

Enterprise Servers, Storage & Networking

/s/ Adriel Lares		September 15, 2010
Adriel Lares		Date

EX-99.(D)(22) 5 a2200256zex-99_d22.htm EXHIBIT (D)(22)

Exhibit (d)(22)

September 15, 2010

Craig Nunes

3PAR Inc.

Dear Craig:

Compensation and Title

If you accept this offer, you will begin employment with HP (or a subsidiary of HP) at an annual salary of $240,000. Your job title will be Director, Storage Marketing, and your job grade will be E3D. Your job responsibilities will remain similar to your current responsibilities at 3PAR until further notice.

Annual Incentive

Effective February 1, 2011, following conclusion of your participation in the 3PAR Bonus Plan, you will be eligible to participate in HP’s Pay-for-Results (PfR) Plan. Your target bonus opportunity for FY11 will be 40% of your eligible earnings, with a maximum bonus opportunity equal to $288,000. “Eligible earnings” is generally your base pay for your period of PfR participation, which during your initial year of participation will be February 1, 2011 through October 31, 2011, and thereafter will be HP’s full fiscal year November 1 through October 31. The bonus is discretionary and based on, among other things, company, business unit, and individual performance, and is otherwise subject to the terms of the PfR Plan.

Special Cash Retention Bonus

In addition, as consideration for the value that we believe you bring to this venture, this offer includes a Special Cash Retention Bonus in the amount of $240,000, payable in two equal installments as of 12 and 24 months after Closing, if you remain actively employed by HP and in good standing on those dates. If you are terminated by HP without Cause (as defined below) before 24 months after Closing, you will be eligible to receive the any unpaid portion of this Retention Bonus, subject to your execution of a standard release in a form satisfactory to HP. For purposes of this paragraph only, the term “Cause” means your material neglect (other than as a result of illness or disability) of your duties or responsibilities to HP, or conduct (including action or failure to act) that is not in the best interest of, or is injurious to, HP.

Long-Term Incentive Awards

As a special incentive to encourage you to remain with HP, you will receive a grant of HP restricted stock units (RSUs) with a value of $480,000 (Retention RSU Grant). This Retention RSU Grant will be awarded under the Amended and Restated HP 2004 Stock Incentive Plan and will vest ratably over three years. The number of units for this award will be determined by dividing the award value by the price of HP stock on the Closing Date, with each RSU equal in value to one share of HP stock.

Benefits

Offer Contingencies

In addition, your eligibility for employment with HP will be contingent upon your completion of certain standard pre-employment requirements, including:

· a pre-employment background check;

· completion of the Form I-9, to the extent HP determines that your existing I-9 form cannot be transferred with your other records;

· your acknowledgement and acceptance of the HP Agreement Regarding Confidential Information and Proprietary Developments (ARCIPD) (copy attached); and

Terms of Employment

All payments under this agreement are subject to applicable withholding taxes.

Acceptance of Offer

To accept these terms and conditions, please sign and return an original of this letter to Jeannette Robinson by 3 pm PDT on Monday, September 20th, and retain the

We are extremely pleased to welcome you to HP, and we look forward to creating an exciting future together.

Sincerely,

/s/ David Roberson

David Roberson

SVP & General Manager StorageWorks Division

Enterprise Servers, Storage & Networking

/s/ Craig Nunes		September 15, 2010
Craig Nunes		Date

EX-99.(D)(23) 6 a2200256zex-99_d23.htm EXHIBIT (D)(23)

Exhibit (d)(23)

September 15, 2010

Jeff Price

3PAR Inc.

Dear Jeff:

Compensation and Title

If you accept this offer, you will begin employment with HP (or a subsidiary of HP) at an annual salary of $275,000. Your job title will be VP, Storage Architect, and your job grade will be E3B. Your job responsibilities will remain similar to your current responsibilities at 3PAR until further notice.

Annual Incentive

Effective February 1, 2011, following conclusion of your participation in the 3PAR Bonus Plan, you will be eligible to participate in HP’s Pay-for-Results (PfR) Plan. Your target bonus opportunity for FY11 will be 55% of your eligible earnings, with a maximum bonus opportunity equal to $453,750. “Eligible earnings” is generally your base pay for your period of PfR participation, which during your initial year of participation will be February 1, 2011 through October 31, 2011, and thereafter will be HP’s full fiscal year November 1 through October 31. The bonus is discretionary and based on, among other things, company, business unit, and individual performance, and is otherwise subject to the terms of the PfR Plan.

Long-Term Incentive Awards

As a special incentive to encourage you to remain with HP, you will receive a grant of HP restricted stock units (RSUs) with a value of $1,375,000 (Retention RSU Grant). This Retention RSU Grant will be awarded under the Amended and Restated HP 2004 Stock Incentive Plan and will vest ratably over three years. The number of units for this award will be determined by dividing the award value by the price of HP stock on the Closing Date, with each RSU equal in value to one share of HP stock.

Benefits

Offer Contingencies

In addition, your eligibility for employment with HP will be contingent upon your completion of certain standard pre-employment requirements, including:

· a pre-employment background check;

· completion of the Form I-9, to the extent HP determines that your existing I-9 form cannot be transferred with your other records;

· your acknowledgement and acceptance of the HP Agreement Regarding Confidential Information and Proprietary Developments (ARCIPD) (copy attached); and

Terms of Employment

All payments under this agreement are subject to applicable withholding taxes.

Acceptance of Offer

To accept these terms and conditions, please sign and return the original of this letter to Jeannette Robinson by 3 pm PST on Monday, September 20th, and retain the copy for your records. If you have any questions or there is any additional information we can provide, please contact George Haddad, VP HR Enterprise Storage , Servers and Networking, at 408 218 2295.

We are extremely pleased to welcome you to HP, and we look forward to creating an exciting future together.

Sincerely,

/s/ David Roberson
David Roberson
SVP & General Manager StorageWorks Division
Enterprise Servers, Storage & Networking

/s/ Jeff Price		September 15, 2010
Jeff Price		Date

EX-99.(D)(24) 7 a2200256zex-99_d24.htm EXHIBIT (D)(24)

Exhibit (d)(24)

September 15, 2010

Jeannette Robinson

3PAR Inc.

Dear Jeannette:

Compensation and Title

If you accept this offer, you will begin employment with HP (or a subsidiary of HP) at an annual salary of $220,000. Your job title will be Director, Human Resources, and your job grade will be E3D. Your job responsibilities will remain similar to your current responsibilities at 3PAR until further notice.

Annual Incentive

Effective February 1, 2011, following conclusion of your participation in the 3PAR Bonus Plan, you will be eligible to participate in HP’s Pay-for-Results (PfR) Plan. Your target bonus opportunity for FY11 will be 40% of your eligible earnings, with a maximum bonus opportunity equal to $264,000. “Eligible earnings” is generally your base pay for your period of PfR participation, which during your initial year of participation will be February 1, 2011 through October 31, 2011, and thereafter will be HP’s full fiscal year November 1 through October 31. The bonus is discretionary and based on, among other things, company, business unit, and individual performance, and is otherwise subject to the terms of the PfR Plan.

Long-Term Incentive Awards

Transition Cash Award

In addition, you will be eligible for a Transition Cash Award of $242,000. This award will be paid in cash within 30 days after January 31, 2012, if you remain employed with HP through that date, and subject to your execution of a general release of claims prior to the payment date. If your employment terminates in a “qualifying termination” before February 1, 2012, the cash award will be paid to you following such a termination, and subject to your execution of a release within 45 days following your termination of employment. Your receipt of this award is further subject to your acceptance of the amendments to your Management Retention Agreement (as amended) (the MRA), and waiver of your right to receive any cash severance under that MRA.

A “qualifying termination” is your termination from HP for “Good Reason,” or your termination by HP without “Cause,” each as defined under your MRA.

Benefits

Offer Contingencies

In addition, your eligibility for employment with HP will be contingent upon your completion of certain standard pre-employment requirements, including:

· a pre-employment background check;

· completion of the Form I-9, to the extent HP determines that your existing I-9 form cannot be transferred with your other records;

· your acknowledgement and acceptance of the HP Agreement Regarding Confidential Information and Proprietary Developments (ARCIPD) (copy attached); and

Terms of Employment

All payments under this agreement are subject to applicable withholding taxes.

Acceptance of Offer

To accept these terms and conditions, please sign and return a scanned version of this letter to Allison Srochi by 3pm PDT on Monday, September 20th, and retain the copy for your records. If you have any questions or there is any additional information we can provide, please contact George Haddad, VP HR Enterprise Storage , Servers and Networking, at 408 218 2295.

We are extremely pleased to welcome you to HP, and we look forward to creating an exciting future together.

Sincerely,

/s/ David Roberson
David Roberson
SVP & General Manager StorageWorks Division
Enterprise Servers, Storage & Networking

/s/ Jeannette Robinson		September 15, 2010
Jeannette Robinson		Date

EX-99.(D)(25) 8 a2200256zex-99_d25.htm EXHIBIT (D)(25)

Exhibit (d)(25)

September 20, 2010

David Scott

3PAR Inc.

Dear David:

Compensation and Title

If you accept this offer, you will begin employment with HP (or a subsidiary of HP) at an annual salary of $415,000. Your job title will be VP & GM, and your job grade will be E3A. Your job responsibilities will remain similar to your current responsibilities at 3PAR until further notice.

Annual Incentive

Effective February 1, 2011, following conclusion of your participation in the 3PAR Bonus Plan, you will be eligible to participate in HP’s Pay-for-Results (PfR) Plan. Your target bonus opportunity for FY11 will be 100% of your eligible earnings, with a maximum bonus opportunity equal to $1,245,000. “Eligible earnings” is generally your base pay for your period of PfR participation, which during your initial year of participation will be February 1, 2011 through October 31, 2011, and thereafter will be HP’s full fiscal year November 1 through October 31. The bonus is discretionary and based on, among other things, company, business unit, and individual performance, and is otherwise subject to the terms of the PfR Plan.

Long-Term Incentive Awards

Effective as of the Closing Date, all of your unvested 3PAR equity awards will be converted to HP awards with the same terms and conditions, and using the “conversion ratio” as defined in the Merger Agreement. If you remain employed with HP through December 15, 2011, or if your employment terminates before that date in a “qualifying termination” (as defined below), all of your converted 3PAR equity that remain unvested will be fully vested on that date.

Also effective as of the Closing Date, all of your unvested 3PAR stock options (other than the stock option granted on August 5, 2008) will be fully vested and cashed out (net of applicable withholdings), on the same terms as applicable to other vested options under the Merger Agreement.

Transition Cash Award

In addition, you will be eligible for a Transition Cash Award of $2,490,000 if you remain employed with HP through December 15, 2011, or if your employment terminates before that date in a “qualifying termination” (as defined below). This award will be paid in cash by December 30, 2011, subject to your execution of a general release of claims (and expiration of any revocation period) prior to the payment date. If your employment terminates in a “qualifying termination” before December 15, 2011, the cash award will be paid to you following such a termination, and subject to your execution of a release within 45 days following your termination of employment. This award is in lieu of, and supersedes, any cash severance you would otherwise be eligible to receive under your 3PAR Employment Agreement.

A “qualifying termination” is your termination from HP for “Good Reason,” or your termination by HP without “Cause,” each as defined under your Employment Agreement (as amended).

Benefits

For avoidance of doubt, on any termination (whether by you or by HP, but other than by HP for cause) after December 15, 2011, or on a qualifying termination prior to December 15, 2012, you would be entitled to continued medical benefits as provided in your Management Retention Agreement.

Offer Contingencies

This offer is contingent upon the Closing of the Merger Agreement between 3PAR, HP and Rio Acquisition Subsidiary, your continued employment in good standing

with 3PAR until that time, and your execution of the Amendment, Assumption and Acknowledgement Agreement.

In addition, your eligibility for employment with HP will be contingent upon your completion of certain standard pre-employment requirements, including:

· a pre-employment background check;

· completion of the Form I-9, to the extent HP determines that your existing I-9 form cannot be transferred with your other records;

· your acknowledgement and acceptance of the HP Agreement Regarding Confidential Information and Proprietary Developments (ARCIPD) (copy attached); and

Terms of Employment

Your employment with HP will be on the terms set forth in this letter and in accordance with HP’s standard employment policies. You will be an “at will” employee, meaning that either you or HP will have the right to terminate the employment relationship at any time, with or without cause. This letter, your 3PAR Employment Agreement (as amended), and the Amendment, Assumption and Acknowledgement Agreement constitutes our entire agreement regarding the term of your employment and supersedes and replaces any other agreements regarding your term of employment, severance obligations, change in control, or other similar or related provisions. We confirm to you that nothing in this letter or any other documents affects your right to the indemnification for golden parachute excise taxes currently contained in Section 5 of your 3PAR Employment Agreement, and that this right to indemnification will continue to apply after the Closing Date in accordance with its terms.

All payments under this agreement are subject to applicable withholding taxes.

Acceptance of Offer

To accept these terms and conditions, please sign and return an original of this letter to Jeannette Robinson by 3pm PDT on Tuesday, September 21st, and retain the copy for your records. If you have any questions or there is any additional information we can provide, please contact George Haddad, VP HR Enterprise Storage , Servers and Networking, at 408 218 2295.

We are extremely pleased to welcome you to HP, and we look forward to creating an exciting future together.

Sincerely,

/s/ David Roberson
David Roberson
SVP & General Manager StorageWorks Division
Enterprise Servers, Storage & Networking

/s/ David Scott		September 20, 2010
David Scott		Date

EX-99.(D)(26) 9 a2200256zex-99_d26.htm EXHIBIT (D)(26)

Exhibit (d)(26)

September 15, 2010

Alastair Short

3PAR Inc.

Dear Alastair:

Compensation and Title

If you accept this offer, you will begin employment with HP (or a subsidiary of HP) at an annual salary of $260,000. Your job title will be Director, Legal, and your job grade will be E3D. Your job responsibilities will remain similar to your current responsibilities at 3PAR until further notice.

Annual Incentive

Effective February 1, 2011, following conclusion of your participation in the 3PAR Bonus Plan, you will be eligible to participate in HP’s Pay-for-Results (PfR) Plan. Your target bonus opportunity for FY11 will be 40% of your eligible earnings, with a maximum bonus opportunity equal to $312,000. “Eligible earnings” is generally your base pay for your period of PfR participation, which during your initial year of participation will be February 1, 2011 through October 31, 2011, and thereafter will be HP’s full fiscal year November 1 through October 31. The bonus is discretionary and based on, among other things, company, business unit, and individual performance, and is otherwise subject to the terms of the PfR Plan.

Long-Term Incentive Awards

Effective as of the Closing Date, all of your unvested 3PAR RSU awards will be converted to HP awards with the same terms and conditions regarding type of award, vesting and option term, and using the “conversion ratio” as defined in the Merger Agreement. If you remain employed with HP through January 31, 2012, or if your employment terminates before that date in a “qualifying termination” (as defined below), all of your converted 3PAR RSUs that remains unvested will be fully vested on January 31, 2012, or the date of the qualifying termination, if earlier.

Also effective as of the Closing Date, your unvested 3PAR stock options will be fully vested and cashed out (net of applicable withholdings), on the same terms as applicable to other vested options under the Merger Agreement.

Transition Cash Award

In addition, you will be eligible for a Transition Cash Award of $546,000. This award will be paid in cash within 30 days after January 31, 2012, if you remain employed with HP through that date, and subject to your execution of a general release of claims prior to the payment date. If your employment terminates in a “qualifying termination” before February 1, 2012, the cash award will be paid to you following such a termination, and subject to your execution of a release within 45 days following your termination of employment. Your receipt of this award is further subject to your acceptance of the amendments to your Management Retention Agreement (as amended) (the MRA), and waiver of your right to receive any cash severance under that MRA.

A “qualifying termination” is your termination from HP for “Good Reason,” or your termination by HP without “Cause,” each as defined under your MRA.

Benefits

Relocation Assistance

We understand that you plan to relocate to the New York metropolitan area in the near future. If you decide to relocate, HP will agree to reimburse you up to $2,000/month, provided that you spend at least ten days per month either in HP’s Palo Alto office, or 3PAR’s Fremont office.

Offer Contingencies

In addition, your eligibility for employment with HP will be contingent upon your completion of certain standard pre-employment requirements, including:

· a pre-employment background check;

· completion of the Form I-9, to the extent HP determines that your existing I-9 form cannot be transferred with your other records;

· your acknowledgement and acceptance of the HP Agreement Regarding Confidential Information and Proprietary Developments (ARCIPD) (copy attached); and

Terms of Employment

All payments under this agreement are subject to applicable withholding taxes.

Acceptance of Offer

information we can provide, please contact George Haddad, VP HR Enterprise Storage , Servers and Networking, at 408 218 2295.

We are extremely pleased to welcome you to HP, and we look forward to creating an exciting future together.

Sincerely,

/s/ David Roberson
David Roberson
SVP & General Manager StorageWorks Division
Enterprise Servers, Storage & Networking

/s/ Alastair Short		September 15, 2010
Alastair Short		Date

EX-99.(D)(27) 10 a2200256zex-99_d27.htm EXHIBIT (D)(27)

Exhibit (d)(27)

September 15, 2010

Ashok Singhal

3PAR Inc.

Dear Ashok:

Compensation and Title

Annual Incentive

Effective February 1, 2011, following conclusion of your participation in the 3PAR Bonus Plan, you will be eligible to participate in HP’s Pay-for-Results (PfR) Plan. Your target bonus opportunity for FY11 will be 55% of your eligible earnings, with a maximum bonus opportunity equal to $453,750. “Eligible earnings” is generally your base pay for your period of PfR participation, which during your initial year of participation will be February 1, 2011 through October 31, 2011, and thereafter will be HP’s full fiscal year November 1 through October 31. The bonus is discretionary and based on, among other things, company, business unit, and individual performance, and is otherwise subject to the terms of the PfR Plan.

Long-Term Incentive Awards

Benefits

Offer Contingencies

In addition, your eligibility for employment with HP will be contingent upon your completion of certain standard pre-employment requirements, including:

· a pre-employment background check;

· completion of the Form I-9, to the extent HP determines that your existing I-9 form cannot be transferred with your other records;

· your acknowledgement and acceptance of the HP Agreement Regarding Confidential Information and Proprietary Developments (ARCIPD) (copy attached); and

Terms of Employment

All payments under this agreement are subject to applicable withholding taxes.

Acceptance of Offer

We are extremely pleased to welcome you to HP, and we look forward to creating an exciting future together.

Sincerely,

/s/ David Roberson
David Roberson
SVP & General Manager StorageWorks Division
Enterprise Servers, Storage & Networking

/s/ Ashok Singhal		September 15, 2010
Ashok Singhal		Date

EX-99.(D)(28) 11 a2200256zex-99_d28.htm EXHIBIT (D)(28)

Exhibit (d)(28)

September 15, 2010

Peter Slocum

3PAR Inc.

Dear Peter:

Compensation and Title

If you accept this offer, you will begin employment with HP (or a subsidiary of HP) at an annual salary of $265,000. Your job title will be VP, Engineering, and your job grade will be E3D. Your job responsibilities will remain similar to your current responsibilities at 3PAR until further notice.

Annual Incentive

Effective February 1, 2011, following conclusion of your participation in the 3PAR Bonus Plan, you will be eligible to participate in HP’s Pay-for-Results (PfR) Plan. Your target bonus opportunity for FY11 will be 40% of your eligible earnings, with a maximum bonus opportunity equal to $318,000. “Eligible earnings” is generally your base pay for your period of PfR participation, which during your initial year of participation will be February 1, 2011 through October 31, 2011, and thereafter will be HP’s full fiscal year November 1 through October 31. The bonus is discretionary and based on, among other things, company, business unit, and individual performance, and is otherwise subject to the terms of the PfR Plan.

Long-Term Incentive Awards

Benefits

Offer Contingencies

In addition, your eligibility for employment with HP will be contingent upon your completion of certain standard pre-employment requirements, including:

· a pre-employment background check;

· completion of the Form I-9, to the extent HP determines that your existing I-9 form cannot be transferred with your other records;

· your acknowledgement and acceptance of the HP Agreement Regarding Confidential Information and Proprietary Developments (ARCIPD) (copy attached); and

Terms of Employment

All payments under this agreement are subject to applicable withholding taxes.

Acceptance of Offer

To accept these terms and conditions, please sign and return an original of this letter to Jeannette Robinson by 3 pm, Monday, September 20th, and retain the copy for your records. If you have any questions or there is any additional information we can provide, please contact George Haddad, VP HR Enterprise Storage , Servers and Networking, at 408 218 2295.

We are extremely pleased to welcome you to HP, and we look forward to creating an exciting future together.

Sincerely,

/s/ David Roberson
David Roberson
SVP & General Manager StorageWorks Division
Enterprise Servers, Storage & Networking

/s/ Peter Slocum		September 15, 2010
Peter Slocum		Date

EX-99.(D)(29) 12 a2200256zex-99_d29.htm EXHIBIT (D)(29)

Exhibit (d)(29)

September 15, 2010

Rusty Walther

3PAR Inc.

Dear Rusty:

Compensation and Title

If you accept this offer, you will begin employment with HP (or a subsidiary of HP) at an annual salary of $270,000. Your job title will be VP, Customer Services, and your job grade will be E3D. Your job responsibilities will remain similar to your current responsibilities at 3PAR until further notice.

Annual Incentive

Effective February 1, 2011, following conclusion of your participation in the 3PAR Bonus Plan, you will be eligible to participate in HP’s Pay-for-Results (PfR) Plan. Your target bonus opportunity for FY11 will be 40% of your eligible earnings, with a maximum bonus opportunity equal to $324,000. “Eligible earnings” is generally your base pay for your period of PfR participation, which during your initial year of participation will be February 1, 2011 through October 31, 2011, and thereafter will be HP’s full fiscal year November 1 through October 31. The bonus is discretionary and based on, among other things, company, business unit, and individual performance, and is otherwise subject to the terms of the PfR Plan.

Long-Term Incentive Awards

As a special incentive to encourage you to remain with HP, you will receive a grant of HP restricted stock units (RSUs) with a value of $1,350,000 (Retention RSU Grant). This Retention RSU Grant will be awarded under the Amended and Restated HP 2004 Stock Incentive Plan and will vest ratably over three years. The number of units for this award will be determined by dividing the award value by the price of HP stock on the Closing Date, with each RSU equal in value to one share of HP stock.

Benefits

Offer Contingencies

In addition, your eligibility for employment with HP will be contingent upon your completion of certain standard pre-employment requirements, including:

· a pre-employment background check;

· completion of the Form I-9, to the extent HP determines that your existing I-9 form cannot be transferred with your other records;

· your acknowledgement and acceptance of the HP Agreement Regarding Confidential Information and Proprietary Developments (ARCIPD) (copy attached); and

Terms of Employment

All payments under this agreement are subject to applicable withholding taxes.

Acceptance of Offer

To accept these terms and conditions, please sign and return an original of this letter to Jeanette Robinson by 3 pm PDT on Monday, September 20th, and retain the copy for your records. If you have any questions or there is any additional information we can provide, please contact George Haddad, VP HR Enterprise Storage , Servers and Networking, at 408 218 2295.

We are extremely pleased to welcome you to HP, and we look forward to creating an exciting future together.

Sincerely,

/s/ David Roberson
David Roberson
SVP & General Manager StorageWorks Division
Enterprise Servers, Storage & Networking

/s/ Rusty Walther		September 15, 2010
Rusty Walther		Date

EX-99.(D)(30) 13 a2200256zex-99_d30.htm EXHIBIT (D)(30)

Exhibit (d)(30)

September 15, 2010

Randall Weigel

3PAR Inc.

Dear Randall:

Compensation and Title

If you accept this offer, you will begin employment with HP (or a subsidiary of HP) at an annual salary of $250,000. Your job title will be VP, Global Sales, and your job grade will be T3D. Your job responsibilities will remain similar to your current responsibilities at 3PAR until further notice.

Annual Sales Incentive

Your current-year 3PAR sales incentive will be paid out after the end of April 2011, and you will be given sales credit through April 2011 against your 3PAR quota period normally ending in March 2011.

Effective May 1, 2011, following conclusion of your participation in the 3PAR Sales Incentive program, you will be eligible to participate in an HP sales incentive program. Your full-year target incentive award will be $180,000, pro-rated during the first year to reflect HP’s fiscal year ending October 31, 2011. The sales incentive program design will be determined at an appropriate date before the beginning of HP’s third fiscal quarter.

Long-Term Incentive Awards

In addition, you will be eligible for a one-time long-term performance cash award (“LTPC”) in the amount of up to $1,000,000. This LTPC will be paid in two installments

of up to $500,000 each, to the extent that certain 3PAR sales objectives have been met, as follows:

· Up to $500,000 (50%) in 2012 but not later than March 31, 2012, and;

· Up to $500,000 (50%) in 2013 but not later than March 31, 2013.

The performance terms of this LTPC award will be determined and communicated prior to the Closing Date.

Benefits

Offer Contingencies

In addition, your eligibility for employment with HP will be contingent upon your completion of certain standard pre-employment requirements, including:

· a pre-employment background check;

· completion of the Form I-9, to the extent HP determines that your existing I-9 form cannot be transferred with your other records;

· your acknowledgement and acceptance of the HP Agreement Regarding Confidential Information and Proprietary Developments (ARCIPD) (copy attached); and

Terms of Employment

employment relationship at any time, with or without cause. This letter and the terms of your Management Retention Agreement (as amended) and the Amendment, Assumption and Acknowledgement Agreement constitutes our entire agreement regarding the term of your employment and supersedes and replaces any other agreements regarding your term of employment, severance obligations, change in control, or other similar or related provisions.

All payments under this agreement are subject to applicable withholding taxes.

Acceptance of Offer

To accept these terms and conditions, please sign and return an original of this letter to Jeannette Robinson by 3 pm on Monday, September 20th, and retain the copy for your records. If you have any questions or there is any additional information we can provide, please contact George Haddad, VP HR Enterprise Storage , Servers and Networking, at 408 218 2295.

We are extremely pleased to welcome you to HP, and we look forward to creating an exciting future together.

Sincerely,

/s/ David Roberson
David Roberson
SVP & General Manager StorageWorks Division
Enterprise Servers, Storage & Networking

/s/ Randall Weigel		September 15, 2010
Randall Weigel		Date

EX-99.(D)(31) 14 a2200256zex-99_d31.htm EXHIBIT (D)(31)

Exhibit (d)(31)

AMENDMENT, ASSUMPTION AND ACKNOWLEDGMENT AGREEMENT

Between Steve Crimi, Hewlett-Packard Company and Rio Acquisition Corporation

This Amendment, Assumption and Acknowledgment Agreement (the “Agreement”) is entered into by and between Hewlett-Packard Company, a Delaware corporation (“HP”), Rio Acquisition Corporation, a Delaware corporation (“Acquisition Sub”) and Steve Crimi (the “Executive” and, together with HP and Acquisition Sub, the “Parties”), effective as of and contingent upon the Appointment Time (as defined below).

WHEREAS, HP, Acquisition Sub and 3PAR Inc., a Delaware corporation (“3PAR”), expect to enter into an Agreement and Plan of Merger (the “Merger Agreement”); and

WHEREAS, upon the “Appointment Time” (as defined in the Merger Agreement), 3PAR will become a majority owned subsidiary of HP, and upon the consummation of the Merger (as defined in the Merger Agreement) contemplated by the Merger Agreement, 3PAR will become a wholly owned subsidiary of HP, all upon the terms and subject to the conditions set forth in the Merger Agreement and

WHEREAS, the Executive and 3PAR entered into a Management Retention Agreement entered into as of July 28, 2006 and amended and restated as of December 19, 2008 (the “MRA”); and

WHEREAS, the Executive, HP and Acquisition Sub desire to acknowledge and agree that, effective as of and contingent upon the occurrence of the Appointment Time, Acquisition Sub, as successor to 3PAR, shall assume all rights and obligations of 3PAR pursuant to the MRA;

NOW THEREFORE, in consideration of the promises made herein, the Parties hereby agree as follows:

1. Assumption. The Parties hereby agree that, as of the Appointment Time, Acquisition Sub, as successor to 3PAR, hereby assumes the Executive’s MRA. As a result of such assumption, Acquisition Sub hereby assumes all obligations of 3PAR under such agreement in the same manner and to the same extent as 3PAR would have been required to perform such obligations in the absence of the assumption. Similarly, Acquisition Sub shall have all rights and the Executive shall have all obligations under the MRA that, in the absence of such assumption, would have inured to the benefit of 3PAR.

2. Acceptance of New Position; No Good Reason; Modification of Good Reason Definition.

(a) The Executive acknowledges and agrees that (1) the terms and conditions of the position offered by HP and accepted by the Executive, as described in the offer letter and certain other documents applicable to all new HP hires (including the HP Agreement Regarding Confidential Information and Proprietary Developments attached hereto and the HP Letter of Assurance) provided to, and executed by, the Executive, and (2) the payment of a pro-rated bonus as contemplated by Section 7.2(d) of the Merger Agreement do not constitute grounds for a “Voluntary

Termination for Good Reason”, as defined in Section 4(f) of the MRA. Notwithstanding that the Executive has agreed to the matters set forth in the immediately preceding sentence, the Parties acknowledge and agree that the Executive has not, as to any other matters, agreed to waive the right, at any time within the 12-month period specified in Section 3(a) of the MRA, to voluntarily resign pursuant to a “Voluntary Termination for Good Reason” (as any such event is defined in the MRA, as modified by this Agreement) so as to become eligible for the change of control severance benefits provided in the MRA. For the avoidance of doubt, this right to resign pursuant to a “Voluntary Termination for Good Reason” includes, but is not limited to, any event subsequent to the Acceptance Time occurs that would provide grounds for “Voluntary Termination for Good Reason” as defined in the MRA (as modified by this Agreement), provided, however, that the Executive must comply with all applicable required procedures and notice requirements set forth in the MRA.

(b) The Executive acknowledges and agrees that, from and after the Effective Time (and after giving effect to the events contemplated by Section 2(a) of this Agreement, including any reduction in the target cash bonus opportunity contemplated thereby), the definition of “Good Reason,” as this term is used or defined in any agreement to which the Executive and 3PAR (or Acquisition Sub as successor to 3PAR) are parties, shall have the meaning set forth below.

3. Increase in Potential Vesting of Assumed RSUs and Assumed Options. In consideration of the Executive’s acknowledgments and agreements contained herein, and notwithstanding any provision to the contrary in the MRA, 100% of the unvested portion of any of the Assumed RSUs and Assumed Options shall become automatically accelerated in the event of a termination of the Executive’s employment by HP or Acquisition Sub in the absence of “Serious Misconduct” (as defined below) or by the Executive with Good Reason (as defined in this Agreement) prior to the final vesting date applicable thereto, and without regard as to whether such a termination occurs during or after the twelve (12) month period specified in Section 3(a) of the MRA.

4. Change of Control. The Parties acknowledge that for all purposes of the MRA, the occurrence of the Appointment Time will constitute a “Change of Control” as defined therein.

5. Terms and Conditions; New Definitions. The terms, conditions, protections and definitions of the MRA will remain in full force and effect; provided, however, that all references to the “Company” in the MRA will be deemed to be references to HP or Acquisition Sub; and the following terms shall apply under the MRA on and after the Effective Time:

(a) The term “Serious Misconduct” means (i) an act of personal dishonesty taken by the Executive in connection with his or her responsibilities as an Executive and intended to result in substantial personal enrichment to the Executive, (ii) the Executive being convicted of a felony, (iii) a willful act by the Executive which constitutes gross misconduct and which is injurious to the Company, (iv) following delivery to the Executive of a written demand for performance from the Company which describes the basis for the Company’s reasonable belief that the Executive has not substantially performed his or her duties, continued violations by the Executive of the Executive’s obligations to the Company which are demonstrably willful and deliberate on the Executive’s part. To the extent curable, the Executive will not be deemed to engage in Serious Misconduct if, after notice by the Company, the Executive cures the conduct which gives rise to the Serious Misconduct.

(b) The term “Good Reason” means that any of the following occur, without the Executive’s express written consent (i) a demotion in the Executive’s salary grade level, (ii) a reduction in the Executive’s annual base salary or target annual cash bonus opportunity, or (iii) the Executive being required to relocate the Executive’s principal work location to an office or location that is more than 50 miles from his or her principal place of business. Notwithstanding the above, a condition will not constitute Good Reason unless and until the Executive informs the Company in writing of the existence of the condition within 90 days of its occurrence and the Company does not cure such condition within 30 days of receipt of such notice and the Executive then resigns the Executive’s position within 60 days after the Company’s cure period has ended.

6. Integration. This Agreement, together with the MRA, represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral. This Agreement may be modified only by agreement of the parties by a written instrument executed by the parties that is designated as an amendment to this Agreement.

7. Governing Law. This Agreement will be governed by the laws of the State of Delaware (with the exception of its conflict of laws provisions).

8. Acknowledgment. The Executive acknowledges that he has had the opportunity to discuss this matter with and obtain advice from the Executive’s private attorney, has had sufficient time to, and has carefully read and fully understands all the provisions of this Agreement, and is knowingly and voluntarily entering into this Agreement.

9. Counterparts. This Agreement may be executed in counterparts, and each counterpart will have the same force and effect as an original and will constitute an effective, binding agreement on the part of each of the undersigned.

[The remainder of this page has been left blank intentionally]

IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.

	HEWLETT-PACKARD COMPANY

Dated: September 15, 2010	By:	/s/ Paul T. Porrini
	Name: Paul T. Porrini
	Title: VP, Deputy General Counsel and Assistant Secretary

	RIO ACQUISITION CORPORATION

	By:	/s/ Paul T. Porrini
Dated: September 15, 2010	Name: Paul T. Porrini
	Title: Secretary

AGREED:

Dated: September 15, 2010	By:	/s/ Steve Crimi
	Name: Steve Crimi, an individual

Agreement Regarding Confidential Information and Proprietary Developments

Name (Type or Print):

Steve Crimi

1. I desire to be employed by Hewlett-Packard Company or by one of its affiliates or subsidiaries (collectively, “HP”). I understand, however, that this Agreement is not a promise or a contract for employment by HP.

2. This Agreement concerns trade secrets, confidential business and technical information, and know-how not generally known to the public, (hereinafter “Confidential Information”), which is acquired or produced by me in connection with my employment by HP. Confidential Information may include, without limitation, information on HP organizations, staffing, finance, structure, information of employee performance, compensation of others, research and development, manufacturing and marketing, files, keys, certificates, passwords and other computer information, as well as information that HP receives from others under an obligation of confidentiality. I agree:

a. to use such information only in the performance of HP duties;

b. to hold such information in confidence and trust; and

c. to use all reasonable precautions to assure that such information is not disclosed to unauthorized persons or used in an unauthorized manner, both during and after my employment with HP.

I further agree that any organizational information or staffing information learned by me in connection with my employment by HP is the Confidential Information of HP, and I agree that I will not share such information with any recruiters or any other employers, either during or subsequent to my employment with HP; further, I agree that I will not use, or permit use of such, as a means to recruit or solicit other HP employees away from HP (either for myself, or for others).

3. This Agreement also concerns inventions and discoveries (whether or not patentable), designs, works of authorship, mask works, improvements, data, processes, computer programs and software (hereinafter called “Proprietary Developments”) that are conceived or made by me alone or with others while I am employed by HP and that relate to the research and development or the business of HP, or that result from work performed by me for HP, or that are developed, in whole or in part, using HP’s equipment, supplies, facilities or trade secrets information. Such Proprietary Developments are the sole property of HP, and I hereby assign and transfer all rights in such Proprietary Developments to HP. I also agree that any works of authorship created by me shall be deemed to be “Works made for Hire.” I further agree for all Proprietary Developments:

a. to disclose them promptly to HP;

b. to sign any assignment document to formally perfect and confirm my assignment of title to HP;

c. to assign any right of recovery for past damages to HP; and

d. to execute any other documents deemed necessary by HP to obtain, record and perfect patent, copyright, mask works and/or trade secret protection in all countries, in HP’s name, and at HP’s expense.

I understand that HP may delegate these rights; I agree that, if requested, my disclosure, assignment, execution and cooperation duties will be provided to the entity designated by HP.

In compliance with prevailing provisions of relevant state statutes,(1) this Agreement does not apply to an invention for which no equipment, supplies, facility, or trade secret information of the employer was used and which was developed entirely on the employee’s own time, unless (a) the invention relates (i) to the business of the employer, or (ii) to the employer’s actual or demonstrably anticipated research or development, or (b) the invention results form any work performed by the employee for the employer.

4. I agree to honor any valid disclosure or use restrictions on information or intellectual property known to me and received from any former employers or any other parties prior to my employment by HP. I agree that without prior written consent of such former employers or other parties, I will not knowingly use any such information in connection with my HP work or work product, and I will not bring onto the premises of HP any such information in whatever tangible or readable form.

5. The product of all work performed by me during and within the scope of my HP employment including, without limitation, any files, presentations, reports, documents, drawings, computer programs, devices and models, will be the sole property of HP. I understand that HP has the sole right to use, sell, license, publish or otherwise disseminate or transfer rights in such work product.

6. I will not remove any HP property from HP premises without HP’s permission. Upon termination of my employment with HP, I will return all HP property to HP unless HP’s written permission to keep it is obtained.

7. The provisions of this Agreement will be separately construed. If any of them is held unenforceable, the remaining provisions will not be affected.

Signature:

/s/ Steve Crimi

Date:

September 15, 2010

(1) Including: California Labor Code, Section 2870; Delaware Code Title 19 Section 805; Illinois 765ILCS1060/1-3, “Employees Patent Act,”; Kansas Statutes Section 44- 130; Minnesota Statutes, 13A, Section 181.78; and North Carolina General Statutes, Article 10A, Chapter 66, Commerce and Business, Section 66-57.1; Utah Code Sections 34-39-1 through 34-39-3 “Employment Inventions Act”; Washington Rev. Code, Title 49 RCW: Labor Regulations, Chapter 49.44.140.

EX-99.(D)(32) 15 a2200256zex-99_d32.htm EXHIBIT (D)(32)

Exhibit (d)(32)

AMENDMENT, ASSUMPTION AND ACKNOWLEDGMENT AGREEMENT

Between Randy Gast, Hewlett-Packard Company and Rio Acquisition Corporation

This Amendment, Assumption and Acknowledgment Agreement (the “Agreement”) is entered into by and between Hewlett-Packard Company, a Delaware corporation (“HP”), Rio Acquisition Corporation, a Delaware corporation (“Acquisition Sub”) and Randy Gast (the “Executive” and, together with HP and Acquisition Sub, the “Parties”), effective as of and contingent upon the Appointment Time (as defined below).

WHEREAS, HP, Acquisition Sub and 3PAR Inc., a Delaware corporation (“3PAR”), expect to enter into an Agreement and Plan of Merger (the “Merger Agreement”); and

WHEREAS, the Executive and 3PAR entered into a Management Retention Agreement entered into as of May 1, 2006 and amended and restated as of December 19, 2008 (the “MRA”); and

NOW THEREFORE, in consideration of the promises made herein, the Parties hereby agree as follows:

2. Acceptance of New Position; No Good Reason; Modification of Good Reason Definition.

4. Change of Control. The Parties acknowledge that for all purposes of the MRA, the occurrence of the Appointment Time will constitute a “Change of Control” as defined therein.

7. Governing Law. This Agreement will be governed by the laws of the State of Delaware (with the exception of its conflict of laws provisions).

[The remainder of this page has been left blank intentionally]

IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.

	HEWLETT-PACKARD COMPANY

Dated: September 15, 2010	By:	/s/ Paul T. Porrini
	Name: Paul T. Porrini
	Title: VP, Deputy General Counsel and Assistant Secretary

	RIO ACQUISITION CORPORATION

	By:	/s/ Paul T. Porrini
Dated: September 15, 2010	Name: Paul T. Porrini
	Title: Secretary

AGREED:

Dated: September 15, 2010	By:	/s/ Randy Gast
	Name: Randy Gast, an individual

Agreement Regarding Confidential Information and Proprietary Developments

Name (Type or Print):

Randy Gast

a. to use such information only in the performance of HP duties;

b. to hold such information in confidence and trust; and

c. to use all reasonable precautions to assure that such information is not disclosed to unauthorized persons or used in an unauthorized manner, both during and after my employment with HP.

a. to disclose them promptly to HP;

b. to sign any assignment document to formally perfect and confirm my assignment of title to HP;

c. to assign any right of recovery for past damages to HP; and

I understand that HP may delegate these rights; I agree that, if requested, my disclosure, assignment, execution and cooperation duties will be provided to the entity designated by HP.

7. The provisions of this Agreement will be separately construed. If any of them is held unenforceable, the remaining provisions will not be affected.

Signature:

/s/ Randy Gast

Date:

September 15, 2010

EX-99.(D)(33) 16 a2200256zex-99_d33.htm EXHIBIT (D)(33)

Exhibit (d)(33)

AMENDMENT, ASSUMPTION AND ACKNOWLEDGMENT AGREEMENT
Between Adriel Lares, Hewlett-Packard Company and Rio Acquisition Corporation

This Amendment, Assumption and Acknowledgment Agreement (the “Agreement”) is entered into by and between Hewlett-Packard Company, a Delaware corporation (“HP”), Rio Acquisition Corporation, a Delaware corporation (“Acquisition Sub”) and Adriel Lares (the “Executive” and, together with HP and Acquisition Sub, the “Parties”), effective as of and contingent upon the Appointment Time (as defined below).

WHEREAS, HP, Acquisition Sub and 3PAR Inc., a Delaware corporation (“3PAR”), expect to enter into an Agreement and Plan of Merger (the “Merger Agreement”); and

WHEREAS, the Executive and 3PAR entered into a Management Retention Agreement entered into as of May 20, 2005 and amended and restated as of December 19, 2008 (the “MRA”); and

NOW THEREFORE, in consideration of the promises made herein, the Parties hereby agree as follows:

2. Acceptance of New Position; No Good Reason; Modification of Good Reason Definition.

4. Change of Control. The Parties acknowledge that for all purposes of the MRA, the occurrence of the Appointment Time will constitute a “Change of Control” as defined therein.

7. Governing Law. This Agreement will be governed by the laws of the State of Delaware (with the exception of its conflict of laws provisions).

[The remainder of this page has been left blank intentionally]

IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.

	HEWLETT-PACKARD COMPANY

Dated: September 15, 2010	By:	/s/ Paul T. Porrini
	Name: Paul T. Porrini
	Title: VP, Deputy General Counsel and Assistant Secretary

	RIO ACQUISITION CORPORATION

	By:	/s/ Paul T. Porrini
Dated: September 15, 2010	Name: Paul T. Porrini
	Title: Secretary

AGREED:

Dated: September 15, 2010	By:	/s/ Adriel Lares
	Name: Adriel Lares, an individual

Agreement Regarding Confidential Information and Proprietary Developments

Name (Type or Print):

Adriel Lares

a. to use such information only in the performance of HP duties;

b. to hold such information in confidence and trust; and

c. to use all reasonable precautions to assure that such information is not disclosed to unauthorized persons or used in an unauthorized manner, both during and after my employment with HP.

a. to disclose them promptly to HP;

b. to sign any assignment document to formally perfect and confirm my assignment of title to HP;

c. to assign any right of recovery for past damages to HP; and

I understand that HP may delegate these rights; I agree that, if requested, my disclosure, assignment, execution and cooperation duties will be provided to the entity designated by HP.

7. The provisions of this Agreement will be separately construed. If any of them is held unenforceable, the remaining provisions will not be affected.

Signature:

/s/ Adriel Lares

Date:

September 15, 2010

EX-99.(D)(34) 17 a2200256zex-99_d34.htm EXHIBIT (D)(34)

Exhibit (d)(34)

AMENDMENT, ASSUMPTION AND ACKNOWLEDGMENT AGREEMENT
Between Craig Nunes, Hewlett-Packard Company and Rio Acquisition Corporation

This Amendment, Assumption and Acknowledgment Agreement (the “Agreement”) is entered into by and between Hewlett-Packard Company, a Delaware corporation (“HP”), Rio Acquisition Corporation, a Delaware corporation (“Acquisition Sub”) and Craig Nunes (the “Executive” and, together with HP and Acquisition Sub, the “Parties”), effective as of and contingent upon the Appointment Time (as defined below).